Taking a step that many in the securities regulatory world predicted, on August 14, 2026, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) announced it would no longer respond to requests from companies to exclude shareholder proposals from proxy statements pursuant to Exchange Act Rule 14a-8 (including Rule 14a-8(i)(1)), until further notice. By way of background, in November 2025, the Division announced that it would not respond substantively to such requests during the 2025-2026 proxy season, other than requests to exclude a proposal under Rule 14a-8(i)(1). Since then, SEC Chairman Paul Atkins has spoken positively about the change; noting in July 2026 that his “greatest takeaway [from the last proxy season] is that the Commission staff’s interposition between companies and shareholder proponents is unnecessary to effectively and efficiently resolve whether shareholder proposals should be included in proxy statements,” and continuing by remarking on the difficulty of “order[ing] our talented staff to return to a tedious, and evidently ineffectual, task in future years when so many other vital filings and issues lie unattended awaiting a delayed resolution. That is certainly not good government, nor public service.”
The Division’s statement notes the importance of allocating resources to reviews of Securities Act and Exchange Act filings for the protection of investors and facilitation of capital formation, as well as the “extensive body of guidance” available on Rule 14a-8. In a step further than in the last proxy season, the Division will also no longer respond to notices filed under Rule 14a-8(j). However, companies will still be required to submit such notices to the SEC in compliance with Rule 14a-8. Companies should submit those notices, along with any other related questions or correspondence, via the Division’s online Shareholder Proposal Form; the Division’s shareholder proposal email address no longer functions.
The statement also clarifies that the Division of Investment Management will take a “substantially similar” approach to Rule 14a-8 requests related to investment companies. Notices submitted pursuant to Rule 14a-8(j) related to investment companies must be submitted by email to IMshareholderproposals@sec.gov; questions or other correspondence concerning investment companies can be directed to the same email address or submitted via phone at 202-551-6921.
Read the statement here.